API Terms

These API Terms govern access to and use of APIs, SDKs, developer tools, and related technical documentation made available by Eloquent AI, Inc. (“Eloquent AI”, “we”, “us” or “our”) (collectively, the “APIs”).

These API Terms form part of the Eloquent AI Terms of Service (the “Agreement”) and apply to Customer’s access to and use of the APIs under that Agreement and any applicable Order Form.

Capitalised terms not defined in these API Terms have the meanings given to them in the Agreement.

If you access or use the APIs on behalf of an organisation, you represent that you have authority to bind that organisation to these API Terms. References to “Customer” or “you” include that organisation.

1. Use of the APIs

Subject to Customer’s compliance with the Agreement and these API Terms, Eloquent AI grants Customer a limited, non-exclusive, non-transferable and non-sublicensable right to access and use the APIs solely:

(a) in accordance with the applicable Eloquent AI API documentation;

(b) in connection with Customer’s authorised use of the Eloquent AI Services; and

(c) for Customer’s own business operations, including authorised integrations between the Services and Customer’s systems, applications and infrastructure to operate agreed customer-facing services and workflows for Customer’s end users. This permission does not authorise resale or unauthorised third-party access to the APIs.

Customer may not use the APIs in a manner that violates the Agreement, Eloquent AI’s Acceptable Use Policy, applicable law, or the technical restrictions communicated by Eloquent AI.

2. API Credentials

Access to certain APIs may require API keys, tokens, OAuth credentials, client IDs, certificates or other authentication credentials (“API Credentials”).

Customer is responsible for:

• maintaining the confidentiality and security of its API Credentials;
• restricting access to authorised personnel and systems;
• implementing appropriate technical and organisational measures to protect API Credentials; and
• promptly notifying Eloquent AI if any API Credential is lost, compromised, disclosed without authorisation or suspected of misuse.

Customer is responsible for activity performed using its API Credentials unless such activity results from Eloquent AI’s breach of its obligations under the Agreement.

Eloquent AI may revoke, rotate or require Customer to replace API Credentials where reasonably necessary to protect the security, integrity or availability of the Services.

3. API Documentation

Eloquent AI grants Customer a limited, revocable, non-exclusive, non-transferable and non-sublicensable licence to access and use documentation provided by Eloquent AI relating to the APIs (“API Documentation”) solely for the purpose of developing, configuring, maintaining or operating integrations with the Services.

Customer may make reasonable internal copies of the API Documentation for these purposes but may not publish, distribute or commercially exploit the API Documentation without Eloquent AI’s prior written consent.

4. API Usage and Rate Limits

Eloquent AI may apply reasonable technical limits to API usage, including limits relating to request volume, frequency, concurrency, payload size or other technical parameters.

Such limits may vary depending on the applicable Services, Customer’s subscription or Order Form, system capacity, security requirements and anticipated usage.

Customer will not attempt to circumvent, disable or interfere with any API usage limits or technical controls.

Where Customer reasonably anticipates materially higher API volumes, Customer should notify Eloquent AI so that appropriate capacity and limits can be agreed.

5. Changes and Versioning

Eloquent AI may update, improve, modify or replace the APIs and API Documentation from time to time as the Services evolve.

Where reasonably practicable, Eloquent AI will provide advance notice of material changes that are expected to require significant changes to Customer’s production integrations.

Eloquent AI may make changes without advance notice where reasonably necessary to address security vulnerabilities, legal or regulatory requirements, third-party dependencies, service integrity or other urgent operational matters.

Customer is responsible for maintaining its integrations in accordance with the then-current supported API Documentation and API versions.

Eloquent AI may deprecate API versions from time to time and, where reasonably practicable, will provide reasonable notice before discontinuing a production API version.

Changes under this Section remain subject to Section 2.1 of the Terms of Service and do not override expressly agreed service levels or obligations under the DPA.

6. Security

Customer must use the APIs in a manner that does not compromise or attempt to compromise the confidentiality, integrity, security or availability of the Services, Eloquent AI systems, Customer systems or any third-party system.

Customer must not:

• attempt to gain unauthorised access to the APIs or Services;
• probe, scan or test vulnerabilities except as expressly authorised by Eloquent AI;
• bypass authentication, authorisation, rate limiting or other security controls;
• introduce malicious code through the APIs;
• use the APIs to access data or functionality Customer is not authorised to access; or
• permit unauthorised third parties to access or use Customer’s API Credentials.

Customer must maintain reasonable security controls appropriate to the nature of its integration and the data processed through it.

7. Monitoring

Eloquent AI may monitor Customer’s use of the APIs for purposes including:

• operating, maintaining and improving the Services;
• measuring API usage and performance;
• enforcing technical limits;
• detecting fraud, misuse or security threats;
• troubleshooting;
• supporting Customer; and
• complying with legal, regulatory and contractual obligations.

Customer will not intentionally interfere with monitoring mechanisms used by Eloquent AI to protect or operate the Services.

Any processing of Personal Data in connection with such monitoring will be handled in accordance with the Agreement and, where applicable, Eloquent AI’s Data Processing Addendum. Retention, return and deletion follow the Agreement, DPA and the applicable category-specific limits in Section 4.9 of the Terms of Service. Customer Data is subject to the twelve (12)-month maximum after termination, the thirty (30)-calendar-day post-termination export request window and deletion within thirty (30) calendar days after receipt of a post-termination deletion request, or sooner where required by applicable law. The shortest applicable deletion deadline controls, subject only to DPA Section 8.5 for residual disaster-recovery backups. These API Terms do not create a separate retention period or extend live or active data deletion deadlines. Except for residual backups under DPA Section 8.5, any post-termination retention requires the applicable documented Customer instruction or other permitted basis under DPA Section 8; the twelve-month maximum does not itself authorise retention. Independent-controller records are governed by the Privacy Policy. The safeguards and deletion-confirmation requirements in DPA Section 8.5 apply without extending live or active data deletion deadlines or export rights.

8. Suspension of API Access

Eloquent AI may temporarily restrict or suspend Customer’s access to an API where reasonably necessary to:

(a) prevent or respond to a security incident or material threat;

(b) prevent material harm to the Services, Eloquent AI, Customer or a third party;

(c) address use that materially exceeds applicable technical limits;

(d) comply with applicable law or a binding governmental requirement; or

(e) address a material breach of these API Terms or the Agreement.

Suspension is subject to the notice, scope, duration and restoration requirements in Section 2.4.1 of the Terms of Service. This Section does not create an exception to those requirements. Eloquent AI will work with Customer to restore access once the relevant issue has been resolved.

9. Relationship with the Agreement

These API Terms form part of the Agreement and apply specifically to Customer’s use of the APIs.

The order of precedence in the Terms of Service applies. The DPA and mandatory international-transfer instruments retain their applicable precedence. Changes to these API Terms are governed by Section 8.4 of the Terms of Service.

All warranties, disclaimers, limitations of liability, indemnities, confidentiality obligations, data protection requirements, intellectual property provisions, governing law and termination provisions contained in the Agreement apply to Customer’s use of the APIs. Responsibility for Eloquent-appointed suppliers and Customer-controlled systems is governed by Sections 2.5 and 5.5 of the Terms of Service and the DPA.